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Why so few 
manufacturing and 















W62 . "Why S9 few manufacturing and ship-owning corpora* 
■ tions exist in Pennsylvania, aa a manufacturer and 
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Why so few 



Ship-owning Corporations 



Exist in 


As a Manufacturer and a Lawyer 

Understand it 


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A Manufacturer's View. 

Why are there so few manuflicturing and ship-owning 
corporations in Pennsylvania, in proportion to the number 
in neighboring States ? 

Because of the very heavy extra tax upon them, and 
because a stockholder is liable personally to be called upon 
for an amount of his private capital equal to the par value 
of his stock, which he has already fully paid. 

What is the advantage of a corporation, and why can- 
not the business be conducted as well by a firm or partner- 

Because it is the only practical way of managing an 
association of many small interests. 

The present law of taxation is very unjust, in this 
regard, to the man of small means, ^o person with a thou- 
sand dollars can become interested in manufacturing any of 
the great staples, without being content with ninety-five 
dollars profit, where the man who is located in a more 
favored State can get one hundred dollars. Besides which, 
the Pennsylvanian has the risk of being called upon to pay 
the State a heavy extra tax during any time his association 
may not pay any dividends. 

It is not generally understood that this unreasonable 
tax amounts to five per cent, on the profits or dividends, and 
when no dividend is declared, they must pay the same tax as 
if they had paid a six per cent, dividend. They must pay a 
quarter per cent, bonus for their charter, which is equiva- 
lent to paying the State one-fourth per cent, to become one- 
twentieth owner in their business, without putting up any 

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capital, and guaranteeino- the State at least six per cent, 
dividend on its free share, so long as the stock will sell for 
par: if below par, then on its market price. 

The State would realize handsomely, if this law was not 
evaded, which can easily be done l)y corporations having 
few members. They need merely vote themselves salaries 
iust before the books are closed — a dodge which is frequently 
resorted to. They can form private firms and make con- 
tracts with their own corporation, the firm realizing all the 
profits over the six per cent., upon which they nmst pay a 
tax. . 

This is all very wtII for the wealthy man, because he 
secures a certain limit to his liability, and he has the advan- 
tage of more easily settling his estate after deatli. If he 
don't agree with his partners, he can sell out for what he 
can get without consulting them, and he can make a corpo- 
ration with a small amount of stock, and lend it any amount 
of money, and yet manage to evade a portion of the State 
tax. But let one thousand men, with one hundred dollars 
each, try to do business under our corporation laws, and they 
will find out that one hundred men in Camden, New Jersey, 
can make a dollar every time their Philadelphia association 
make ninety-five cents. What is the result ? All the bridit 
thinking men of small means leave the State. It is not only 
" Go West, young man," but go anywhere out of Penn- 

We want manufacturing and ship-owning corporations 
to be taxed precisely the same as individual or copartnership 
owners in the same business, and their liabilitv restricted to 
the amount of their capital, when it is fully paid. Corpora- 
tions are so favored in most of our neighboring and com- 
peting States, some of the latter even favoring them beyond 

Pennsylvania presents the strange paradox of earnestly 
supporting protection of industry as a national policy, and ot 
opposing, through oppressive taxes, the same thing as a 
home policy. Strange as this may seem, it is true. 

The result is, that manufacturing corporations, which 


would settle in this city, are driven away. Delaware on the 
south, and 'New Jersey at the east and north, are selected for 
certain industries ; while Fall River, Massachusetts, has vast 
cotton manufactories, which naturally belong here. The 
policy is utterly suicidal. Philadelphia has ample outlying 
territory, which could be filled with manufactories; in place 
of which, she has the bare walls of cotton-mills, burned and 
never rebuilt. And the worst of this is, that the discrimina- 
tion, while against the poor, does the State no good. It is 
a penny wise and pound foolish policy. The State gets 
about $250,000 a year out of its narrow policy, and indirectly 
loses a much larger sum by driving capital away. If, for 
example, our coal could be more largely used in our own 
State, and our population largely increased, the State would 
indirectly receive a benefit. But we send our coal to Mas- 
sachusetts and Delaware, to do work it could as readily do 

The time is here when any manufacturing enterprise 
involves large capital— more than a few persons care to invest. 
Hence corporations are imperative, if we would recover our 
manufacturing supremacy. Why drive them away ? And 
if poor men can put their earnings together, and so combine 
capital and promote industry, why prevent ? We have driven 
away our commerce by this policy ; why add to the list our 
manufactures ? 

This matter has been before two of the late revenue 
commissions, the last of which (comprised of nineteen 
members) unanimously approved the subjoined bill, which 
passed first reading in the House of Representixtives at their 
last session : 

An Act exempting from taxation the capital stock of cer- 
tain corporations. 
Section 1. Be it enacted by the Senate and House of 
Representatives of the Commonwealth of Pennsylvania in 
General Assembly met, and it is hereby enacted by the 
authority ot the same. That from and after the passage of 
this Act no tax shall be assessed for State purposes upon 
the capital stock of steamship companies of this Commomcealth 



engaf/ed in foreign trade, plank-road companies, turnpike com- 
panies, building and loan associations, manufacturing corpora- 
tions or limited copartnership associations. Provided, That the 
real and other property of manufacturing corporations and 
limited partnership associations, whether heretofore repre- 
sented bj the stock of said corporations or partnerships or 
not, shall be subject to like taxes for local purposes as prop- 
erty of like character is taxed in the hands of individuals. 

Sec. 2. That all acts and parts of acts inconsistent here- 
with be and the same are hereby repealed. 

It is proposed to introduce a bill relieving from this tax 
manufacturing and ship-owning corporations for the con- 
sideration of our next State Legislature, w^hich meets Janu- 
ary 1, 1885. Unfortunately, the eftect of this law is not 
clearly understood by the people in general, and they have 
learned to look upon corporations as great monopolies, 
very dangerous to the well-being of the Commonwealth. 
The very reverse is true. Manufacturing corporations 
should be classed with building associations. They are the 
only means the poor man has for breakmg the power of the 
rich man. 

The stock must be divided into shares of less than $100. 
Many a poor man would save if he had the motive to do so, 
and thereby become part owner in a great industry. We 
remember how the building associations of our State were 
alarmed when they were taxed. It antagonized their bene- 
ficial intentions, and they brought such powerful arguments 
to bear that the obnoxious law was repealed. 

Why is it that Trenton, Camden, and Wilmington have 
so many corporations, while Philadelphia has almost none ? 
You will find that Pennsylvanians are owners ot many of 
them. Why do they keep as near as they can to the Dela- 
ware River where it is navigable ? Because the coal is so 
cheap. Why is it that New England has 8,619,334 of the 
10,678,516 cotton spindles in the United States? Why is 
it that Massachusetts has 4,276,723, nearly half as many as 
the rest of the country? Because Massachusetts, earlier 
than any other State, made favorable laws. Why is it that 

Fall River, Mass., has 1,718,836, a little over one-sixth of 
the amount in the whole country ? Because Fall River is 
the nearest point in the most favored State to Pennsylvania's 

Why should not our coal regions be full of factories, 
giving employment to the women and children of miners, 
like England's Lancashire coal fields? It is because we 
force all our industries to grow from individual efiorts of 
thirty or forty years, and permit no easy aggregation ot 
capital to compete with the great industries suddenly set on 
foot by large capital in other States. When a man possesses 
?100,000 he don't care to work much ; but we will not per- 
mit twenty men, young and active, with $5,000 apiece, who 
will risk something and work hard, to combine together in 
any practical way. If our State w^ould lose much revenue 
by the repeal of these laws as to manufacturing corporations, 
it might be a serious matter ; but the total revenue of the 
vear 1880, as estimated bv the Chairman of the Revenue 
Committee, w^as but $250,000,— a very small sun), which 
our State could easily spare. 

Fall River, Mass., presents a wonderful example of the 
beneficial effect of wise laws. In 1865 it contained 265,328 
cotton spindles and 17,525 people. Now they have 1,713,836 
spindles, in fifty-four mills, valued at $35,000,000, supporting 
n population of 52,558. This has all been accomplished under 
the good and wise corporation laws of Massachusetts; for 
these fifty-four mills are owned by thirty-seven incorporated 
companies. This city has increased so rapidly that their 
working population has to be largely drawn from other 
places. This is shown by the unusual number of workers, 
19,075, to the total population of 52,558. Fall River makes 
175,000 pieces of printing cloths per week. Over 100,000 
pieces per week are used in and around Philadelphia. We 
are foolishly letting the cotton be transferred to Fall River 
steamers at our own docks, and send our coal to Massachu- 
setts, to be turned into the very article we use at home. 
There must be a good reason for this course of trade. It is 
not because we cannot make these cloths; they are made in 


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Pennsylvania by one or two individual concerns. This is a 
fair example of the use of a corporation. The most success- 
ful print cloth mills contain 50,000 spindles each, costing 
about $700,000. There must be some working capital ; say 
it is necessary to have $1,000,000 altogether. There is no 
chance for small capital in this business. 

When a man with a large individual industry dies, it i& 
often very hard to find a purchaser for it ; and many of the 
corporations now in existence were organized as a last 
resort, it being better to pay the State tax than to sacrifice 
the industry. It takes years to build up an organization, 
and few are fortunate enough to succeed. Let us provide 
by our laws for the preservation of such slowly organized 
yet excellent industries. 

In the English coal regions there are many cotton and 
woolen mills. Why not in Pennsylvania ? Here you see 
only iron works, because the coal and ore are there, and 
bemg too bulky to carry away the manufacturer can stand 
the heavy tax better than the heavy freight. This was all 
very well as long as the West did not make iron, and :N"ew 
York and :Nre w England had no coal. Our western market is 
gone already, and with tlje improved means of moving freight, 
how long will it be before we lose the trade of the East ? Thou- 
sands ot tons of coal are annually thrown in the dirt heaps 
at our mines because it is too small m size to carry profit- 
ably. Yet it could be burned there to advantage. Why 
not in a cotton-mill? What could be better than to employ 
the women and children df the miners' lamilies in this way ? 
It would also help to support them in case the mining was 
temporarily stopped. 

Why should we not encourage corporations to own ships, 
both for foreign and coasting trade ? ]S'ow they are mostly 
owned by a number of persons to each vessel in shares, 
divided in quarter, eighth, and even dawn to one sixty-fourth 
interests. This enables each man to own in many vessels, 
and then save insurance, which is heavy. If one vessel sinks, 
he may have made enough on eight or ten others to cover 
the loss. But this arrangement is cumbersome. You can- 



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not make a transfer ot interest without registering it in the 
custom house. It could be much better managed by a cor- 
poration to hold the title to the necessary vessels, wharves 
and other property, and then issue stock, which could be 
easily transferred. It is very certain that this would be a 
great step toward the recovery of our lost foreign trade. 
Often a young, active, skillful man would create a great 
industry if he could only raise the capital. But no one can 
let him have it under our laws, even in a corporation, with- 
out taking an extra risk outside. We might be very willing 
to risk $10,000, but cannot afibrd to risk $10,000 more. 

The young man has no chance, and he goes somewhere 
where they have better laws, and we fose a possible 


A Lawyer's View. 

In regard to taxation, it is also to be noticed that capital 
invested in manufacturing corporations in Pennsylvania is 
practically subjected to double taxation, contrary to the 
general rule applied to other classes of tax-payers and other 
kinds of property taxed. 

JSTot only is the capital stock taxed at the rate of five 
per cent, upon its earnings, or in default of earnings, then 
upon the value of such stock as stock, but the property in 
which that capital is invested, and which is represented by 
the stock, is also subjected to the payment of the ordinary 
taxes to which like property of individuals is subject in the 
locality in which it is situated. But in the case of railroad 
and so-called public corporations, the rule is difierent, and 
the property and plant in which their capital is invested. 


and which is necessary to the exercise of their franchise, is 
held by the courts to be exempt from the ordinary taxation 
of like property in the locality in which it is situated, on the 
very ground that it has already paid tax once through the 
medium of the tax on capital stock, and is, therefore, pre- 
sumed to be exempt from all other burdens, and not to be 
subject to " double taxation." 

Manufacturing companies are thus placed at a marked 
disadvantage in Pennsylvania, as compared with the large 
corporations on the one hand, and the individual manufac- 
turers on the other hand, — a result the more remarkable 
because the benefits of such corporations are universally 
recognized, and their creation and operation usually fostered 
and protected by the public policy of the other States of the 
Union, and because, too, the evils of the overgrowth of cor- 
porations and liability to abuse of corporate powers are 
found, by experience, to exist exclusively in the railroad and 
other companies engaged in transportation, and not to exist 
at all in ordinary manufacturing corporations. 

This evil has been corrected by the Lesfislature so far 
as it applies to *' partnerships limited " by the proviso in the 
tax law that it " shall not apply to limited partnerships 
organized for manufacturing or mercantile purposes," and 
there can be no good reason why the exemption should not 
be extended to manufacturing corporations, as was proposed 
by the act introduced and favorably reported at the last 
session of the Legislature. 

In another respect, also, the manufacturing companies in 
Pennsylvania are at a marked disadvantage as compared with 
such corporations in other States, and even with the public 
corporations in Pennsylvania, and that is with rcvspect to the 
liability of the individual stockholders. The manufacturing 
companies not only pay more taxes than elsewhere, but they 
get less protection for their money in Pennsylvania than 
they do elsewhere. 

The main object of the laws authorizing the formation 
of corporations, is to enable persons to associate themselves 
together in business without liability for the acts of their 



associates, except to the extent of the capital invested ; and it 
is a principle of public policy, well recognized among jurists, 
that such exemption is not only fair as between the corpora- 
tors themselves, but also as between the stockholders of the 
corporation and the general public which deals with it, 
because the amount of its capital stock, how much is paid in, 
and when and how it was so paid, is a matter of public rec- 
ord in the county in which it conducts its business, and 
readily accessible by any person dealing with it. 

In ordinary mercantile transactions the creditor has no 
means of ascertaining the financial condition of his debtor, 
except by his voluntary statements ; but in dealing with a 
corporation the creditor has in addition to all that the origi- 
nal certificate of association and subsequent annual state- 
ments required by law to be made under oath and filed of 
record in the Recorder of Deeds office. 

In railroad and kindred corporations the laws of Penn- 
sylvania exempt the stockholder from any liability except for 
the amount remaining unpaid on the par of his stock ; but in 
manufacturing companies the law holds the stockholders 
" liable in their individual capacity to the amount of stock 
held by each of them for all work or labor done or materials 
furnished to carry on the operations of each of said corpora- 
tions." It is also provided that stockholders in manufactur- 
ing companies '' shall be personally liable for all sums of 
money due to laborers, clerks and operatives, for services 
rendered within six months before demand made upon the 
corporation and its neglect or refusal to make payment." 

Again, it is enacted that while the stockholders must 
pay up -their subscriptions to stock in such installments as 
the directors may call for, up to the par value of the same, 
it is also provided that " every corporation 'may from time to 
time, at a legal meeting called for the purpose, assess upon 
each share of stock such sums of money as the corpora- 
tion may think proper, not exceeding in the whole the 
amount at which said share was originally limited," and as 
the Supreme Court of the State has decided that thi^ assess- 
ment may bo in addition to the amount which the directors 





can call for, namely, in addition to the par value of the stock, 
so it needs but another and very obvious step in advance 
to hold that, in case of insolvency, the court will do what 
the stockholders ought to do ; that is to say, will assess 
them in an amount equal to the whole par value of their 
stock, in addition to enforcing the payment of any uncalled 
or unpaid installments on such original par value. 

In addition, therefore, to all the provisions rendering 
the managers of corporations liable for contracting debts in 
excess of the stock actually paid in, and for other misman- 
agement and for failure to file the yearly statements of the 
condition of the company, required of the ofiftcers of manu- 
facturing companies, and which should, and undoubtedly 
do, whenever observed, afford much greater protection to 
persons extending credit to manufacturing companies than 
to those dealing with individuals, the stockholders of such 
companies are also subjected to a liability equal to the par 
value of their stock in addition to that par value when paid 
in, and, by rendering them so liable, destroys the induce- 
ment they would otherwise have to invest capital in indus- 
trial enterprises. 

And while this liability is so imposed on the stockhold- 
ers by the letter of the law, it is practically a dead letter, so 
far as any protection to the creditors is concerned, because 
there is no legal machinery specially provided for the enforce- 
ment of the law, and as the ordinary forms of action are not 
adapted to the purpose, creditors abandon their claims, 
rather than incur ^ the certain expense, loss of time, and 
annoyance of endeavoring to enforce them, with the uncer- 
tainty as to their chances of success in any proceeding they 
may adopt. 

The extent of this uncertainty will be better appreciated 
when it is remembered that in some recent cases the judges 
of the United States Court in this city, Bradley, McKennan 
and Butler, unanimously arrived at the very opposite con- 
clusion as to the proper mode of proceeding in a very simple 
case to reach the unpaid installments on the stock from that 



arrived at and promulgated by a unanimous decision of the 
Supreme Court of the State. 

One of the results of this uncertainty in the law is that 
careful and prudent men who have capital are often deterred 
from entering into manufacturing enterprises for fear of this 
extended liability, while, on the other hand, the chances ot 
escape from it are so numerous and apparent, that it affords 
no protection to the public from the schemes of the crafty 
and unscrupulous. 

In short, the whole system of Pennsylvania, as to her 
manufacturing corporations, both as to taxation and the 
individual liability of the stockholders, seems to justify that 
definition of law which describes it as *' A net the meshes of 
which are so made as to allow the biff fish to run through 
and escape, but to detain and destroy all the little ones." 

And here again the laws relating to limited partner- 
sliips seem to be more liberal in restricting the liability of 
the associates, because it is expressly provided that they 
shall not be liable "• further or otherwise " than " to the 
extent of the iK)rtions of their subscriptions respectively in 
the capital of the association not then paid up." 

But while this act '^ authorizing the formation of 
partnership associations, in which the capital subscribed 
shall alone be responsible for the debts of the association, 
except under certain circumstances," is apparently so plain 
and has been so extended by various supplements, as to make 
such associations closely resemble corporations by allowing 
them to have a corporate seal, to sue and be sued in their 
associate name alone, to hold real estate in that name, etc., 
yet the limitations surrounding them are such as to render 
them of but limited practical benefit. 

The limitation of the duration of the association to 
twenty years, when it is to be wound up, the necessity of 
winding up upon the death or insolvency of any member, which 
practically results from the provisions as to the sale of the 
interest of such member, the very cumbersome provisions, 
which require a written contract signed by at least two 
managers to any transaction involving more than $500, and 



the i^rave doubt whether mere aiireiits and einnlovees can be 
entrusted with the transaction of the business of the associa- 
tion in the ordinary business way without rendering the 
associates individually liable, and turning the association 
into an ordinary partnership, all combine to render the 
" partnership limited '' unsatisfactory as a practical method 
of conducting business except in comparatively rare 

But there is no good reason why the principle of lia- 
bility restricted to the amount of capital subscribed, so fully 
recognized and approved by the act relative to " partner- 
ships limited,'"' and in the case of the holders of special 
stock in manufacturing corporations, should not be extended 
to all stockholders in manufacturing corporations proper,, 
and it is intended to submit to the next Legislature an act 
for that purpose, which will be found annexed. 

A Supplement 

To an act approved the twenty-ninth day of April, one 
thousand eight hundred and seventy-four, entitled "' An Act 
to provide for the incorporation and regulation of certain 
corporations,*' limiting the liability of stockholders of cor- 
porations for manufacturing, ship-building and ship-owning 
purposes to the amount of capital subscribed. 

Section 1. — Be it enacted by the Senate and House of 
Representatives in General Assembly met. That section 
twelve of an Act approved the twenty-ninth day of April, 
one thousand eiffht hundred and seventv-four, entitled '' An 
Act to provide for the incorporation and regulation of cer- 
tain corporations," which reads as folh>ws, 

" The stock of every corporation created under the pro- 
visions of this statute shall be deemed personal property ; 
and no shares shall be transferable until all previous calls 
thereon shall have been fully paid in, or shall have been 




declared forfeited for the non-payment of calls thereon ; and 
every corporation ma}^ from time to time, at a legal meet- 
ing called for the purpose, assess upon each share of stock 
such sums of money as the corporation may think proper, 
not exceeding in the whole the amount at which each share 
was originally limited ; and such sums assessed shall be paid 
to the treasurer at such times and in such installments as 
the corporation directs. No note or obligation given by a 
stockholder, whether secured by pledge or otherwise, shall 
be considered as payment of any part of the capital stock ; 
and it shall not be lawful for any such corporation to use 
any of its funds in the purchase of any stock in any other 
corporation, or to hold the same, except as collateral security 
for a prior indebtedness, except as provided in section 
thirty-seven of this act," 

be and the same is hereby amended, by adding thereto the 
following proviso, to wit : 

Fi^ovidcd^ That so much of this section as provides "and 
every corporation may, from time to time, at a legal meeting 
called for the purpose, assess upon each share of stock such 
sum of money as the corporation may think proper, not 
exceeding in the whole the amount at which each share was 
originally limited ; and such sums assessed, shall be paid to 
the treasurer at such times and in such installments as the 
corporation directs," shall not apply to corporations organ- 
ized for the purpose and object of carrying on any manu- 
facturing, ship-owning, or ship-building business. 

Section 2. — That section fourteen of said act, approved 
the twenty-ninth day of April, one thousand eight hundred 
and seventy-four, and entitled as aforesaid, which reads as 

" The stockholders in each of said corporations shall be 
liable in their individual capacity to the amount of stock 
held by each of them for all work or labor done, or materi- 
als furnished to carr}^ on the operations of each of said corpo- 
rations: but this section shall not be construed to increase or 
diminish the liability of stockholders in corporations, which 




by tlie terms of this statute are to be governed, controlled and 
managed by the provisions of other statutes, but their lia- 
bility shall be fixed and defined by the terms of the statutes 
by which said corporations are to be governed, cor.trolled 
and managed," 

be and the same is hereby amended, by adding thereto the 
following proviso, to w]t: ♦ 

Promded^ That this section shall not apply to coi^ora- 
tions organized for the purpose and object of carrying on 
any manufacturing, ship-owning or ship-building business, 
and stockholders in such corporations shall not be liable in 
their individual capacity for any debt of such manufacturing, 
ship-owning or ship-building corporation, further or other- 
wise, than to the extent of the amount remaining unpaid 
upon the par value of the stock held by them respectively; 
but nothing herein contained shall be held to affect or 
modify the liability of such stockholders for wages as 
provided in clause eleven of section thirty-nine of the 
said act, approved tlie twenty-ninth day of April, one 
thousand eight hundred and seventy-four, to which this act 
is a supplement. 







SyrccuM, N. Y. 

StockloM, C«lif. 



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